It's been nearly four years since Canon released the EOS 5D Mark II, the camera that turned digital still cameras into affordable workhorses for videographers and indie filmmakers. And this next evolution was definitely created with those filmmakers in mind.

In creating the 5D Mark III, Canon listened to all of the critiques and complaints about the Mark II, refining the hardware, functionality, and capabilities of its insanely popular shooter. It may be more update than revolution, but damn: This camera is sweet.

Why It Matters

The 5D Mark II, priced at $2,500, was the first legitimate budget-priced alternative to the expensive digital cinema cameras from the companies that dominated Hollywood: Sony, Panavision, and, more recently RED. Yes, at its heart, it was a camera for still photography, but filmmakers used the 5D Mark II to shoot action scenes in Captain America, as well as TV footage in shows like House and Saturday Night Live. More importantly, independent shooters used its buffet of lenses and HD skills to create startling videos without studio budgets. It was a vehicle for innovation. On a technical level, the 5D Mark II couldn't compete with the digital equipment used by big Hollywood studios—but no one seemed to care. In the right hands, it produced some truly beautiful video.

But the 5D Mark II was far from perfect. As more and more filmmakers and videographers started using it, they discovered countless ways the camera could be improved. Canon was paying attention, and the Mark III is the scrappy upstart, matured into a serious video sidearm.

Using It

The Hardware: Burly Body, Beautiful Display

The biggest differences between the Mark II and Mark III are hidden inside, but the 5D Mark III's body and exterior control layout have also seen some improvements. It's nicer to hold and easier to use. The power switch, for example, has been beefed up and moved to the top of the camera next to the mode dial. It's easier to find, and harder to accidentally flip. That might seem like a small refinement, but it's an example of the kind of thing that drove users bananas.

The mode dial has also been accident-proofed with the same press-to-turn locking button found on the 60D. It is now impossible to unintentionally switch shooting modes when handling the camera. Next to the shutter release, the 5D Mark III gains a handy multi-function button, which you can assign different functions, like quickly changing the ISO.

On the front of the camera, the depth-of-field preview has been greatly enlarged and moved to the opposite side of the lens, so it's now much easier to press using your right hand. The playback controls, including a unified zoom button which works with the control wheel, are now found to the left of the Mark III's display. A rate button lets you rank your shots, so you when you're out ripping through memory cards, you can easily note which snaps are actually good, and see the ratings later on your computer. The info is stored in each shot's EXIF data. Another nearby button accesses the Mark III's new built-in HDR options.

The magnesium alloy shell positively tank-like, and it would take a tornado to yank the camera, with its matte textured finish from your grip. We particularly liked the extra-deep channel on the upper right side of the camera's back, which provides a place to really dig in with your thumb and grip the camera. Even the weather-proofing on the Mark III has been improved, although it won't survive a trip through the rain forest (use the new 1D X for that).

Like its predecessor, the 5D Mark II, the Mark III will accept Compact Flash cards, but it will also happily snack on SD now as well. The two slots live under the same hatch, and Canon gives you a ton of options for how to use the cards in tandem: Paranoid photogs can set it up so that all the shots are simultaneously written to each card for redundant backups. When using cards of notably different capacities, you can have the Mark III write RAW files to one card and save JPEGs to the other.

It's also hard not to like the Mark III's beautiful 3.2-inch 1,040,000 pixel LCD display, borrowed from the 1D X. Images were visible even in bright sunlight. Because the panel is bonded directly to the glass screen, glare was never an issue. That display resolution isn't just for eye candy. In playback mode, the more technically-minded photographer can call up two shots simultaneously and compare them side-by-side, even with overlaid histogram info.

The hardware improvements made to the 5D Mark III are all certainly very subtle. But at the same time, they're definitely noticeable, and most certainly welcome. You've got to appreciate the small things—how turning the scroll wheel just feels better. Or how the camera is just more comfortable to hold. These minor but welcome improvements and refinements add up to make the Mark III a significant upgrade.

Low-light Performance & ISO: Less Noise in the Dark

Beyond its video capabilities, one of the things that distinguished the 5D Mark II was its amazing low-light performance. The Mark III improves on this noticeably. Its full-frame 22.3-megapixel sensor might only be marginally larger than the 21.1-megapixel sensor on the Mark II. But its new design uses pixels that work better in low-light conditions, even though they're smaller than those on the Mark II. It's counter-intuitive, we know, but the new design includes a gapless micro lens—also borrowed from the 1D X—that basically lets more light reach the sensor's pixels. And that's a very good thing.

While the 5D Mark II maxed out with an ISO limit of 6400, the Mark III can shoot up to ISO 26,500, with expanded ISO range that goes as high as a whopping 102,400. Canon claims that shooting at ISO 3200 on the Mark III produces the same amount of noise as shooting at ISO 800 on the Mark II, and our testing confirmed it.

When shooting at ISO 3200, the muddiness was definitely noticeable, but it only seemed to rear its ugly head in the darker areas of our still-life setup—like on the black coffee mug, or in the darker mid-tone shadow areas. In the brighter areas of the scene, the noise really only becomes apparent when you've pushed the camera's ISO to 6400 or higher. Private investigators or secret agents who spend their times in poorly lit alleys will certainly appreciate being able to boost the Mark III's ISO to 102,400, but the rest of us will be happy that the camera still produces very usable images even with the ISO pushed to the 3200 to 6400 range.

In terms of shooting video, noise became noticeable on the 5D Mark II with the ISO set at around 800. In our testing on the Mark III, it doesn't appear until around ISO 1600—and that's when shooting at night, without dedicated lighting. Depending on the scene, what you need the footage for, and the available lighting, you can easily push the Mark III's ISO as high as 8000 and still come away with footage that's very usable. There will be noise, that's for sure, but video is far more forgiving than still photos.

Auto-focus: The Biggest Improvement

The Mark II was criticized for its limited and slow auto-focus capabilities, which it carried over from the original 5D. So at this point the Mark II's 9-point auto-focus system is almost ten years old, and in need of an update. Canon certainly came through here. The dated 9-point AF system has been replaced with the 1D X's monstrous 61-point AF system. Combined with a smoking new Digic 5+ processor the Mark III focuses shockingly fast, even when there's not a lot of light.

Having that many artificial eyes focused on a scene and a fast processor also makes the 5D Mark III particularly adept when it comes to automatically selecting a subject to target or focus on in a scene, and sticking with it. Professionals can tweak and fine-tune the camera's tracking sensitivity and characteristics to their needs, but regular people can get shockingly good results with the six presets. They cover the most common scenarios: tracking the subject when they're moving erratically, quickly accelerating and decelerating, or even getting obscured by other objects in frame. To say the AF system has been improved on the 5D Mark III is an understatement. While the majority of the updates on the 5D Mark III might come across as just minor refinements, the new AF system alone could justify the upgrade, particularly when photographing subjects who just won't stay still. Like athletes. Or children. Or puppies.

Videography: Basically A Rerun

The 5D Mark III, as a whole, is a definite step up from the Mark II. But Canon hasn't done a lot to improve its video capabilities, which is odd. Indie filmmakers first embraced the 5D Mark II, and Hollywood later took notice. In years since, the Mark II has since filmed countless films and TV shows. They even shot an entire episode of House with it. You'd think that Canon would have considerably beefed up the 5D Mark III's video capabilities. But the improvements there are only marginal.

The Mark III has nearly the exact same video and framerate modes as the Mark II does (after a series of firmware updates). One gain: If you're shooting at 1280x720, you can now capture high-speed footage at 60 frames per second. If you're not capturing audio separately, a new headphone jack is a welcome improvement. It lets you monitor audio levels while you shoot. And the large scroll wheel on the back of the Mark III has also gained touch functionality, letting you adjust settings while recording—like audio levels, shutter speed, or aperture—without generating noise by physically turning the dial.

Unfortunately, there's still no way to get an uncompressed video signal out of the 5D Mark III. The HDMI connection is limited to 720P with information overlays that make it useless for anything but monitoring the scene. But there's a new codec option with a compression algorithm that processes and compresses each frame individually, instead of comparing it to neighboring frames, which makes post-processing and editing easier. And reports are coming in that the footage captured by the Mark III holds up better in post-production when performing extreme grading and color correction adjustments.

Probably the biggest downside to shooting video on a DSLR is the rolling shutter issue. This can cause objects that are moving to look like they're wiggling and warping during fast camera moves. An object moving quickly enough will actually end up in a different part of the scene before the entire frame has caught up. It's an issue native to cameras that use CMOS sensors—like DSLRs—but it's been significantly minimized in the 5D Mark III.

You can certainly still see it happening in our extreme whip-pan tests. During the sudden stops, everything in the scene appears to snap back into place. But with less jarring camera movements, you barely see it.

HDRI: Just Do It in Photoshop

High dynamic range images and DSLRs have gone hand in hand as long as both have existed. Photographers typically have created HDRIs by importing RAW files, or a series of exposure-bracketed images, into post-processing software. With the 5D Mark III, it can all be done in the camera.

In HDRI mode, the 5D Mark III will automatically snap three separate images—one with a standard exposure, one underexposed, and one overexposed—and combine them into a single HDR composite saved on the card along with the three source images. There's nowhere near as much creative control as a photographer would have when using a tool like Photoshop, but Canon does provide five different effects to choose from: natural, art standard, art vivid, art bold, and art embossed.

The natural mode gives you a final composite with a slightly better dynamic range than if you were just shooting a single image. As you can see in our samples, the results are far from dramatic. Art standard does produce a final composite with more noticeable results. But towards the edges of large areas with high contrast, you start to see the over-processed HDR effect that high dynamic range images have unfortunately become known for, With enough detail in your image, those nasty side effects aren't as obvious, and the art standard settings can yield very usable results.

As for the art vivid, art bold, and art embossed options, the HDR effect is just too overdone to be used for anything other than novelty purposes. And even then, the results are pretty garish.

Like

First and foremost, the 5D Mark III takes beautiful photos, and improves on a camera that was already fantastic. The small changes on its body make the Mark III even more comfortable to use, while the tweaks made to button placement and the layout of its controls are logical improvements that anyone will appreciate. People who have put in serious time with the Mark II, however, are going to be giddy.

While the Mark III's sensor only provides a slight bump in resolution, it's a completely new design that vastly improves the camera's low-light capabilities. It really does let you push the camera's ISO to 3200—and even higher—without suffering unusable amounts of grainy noise.

No Like

Given how popular the 5D Mark II became in the videography community, we'd have liked to have seen the Mark III's video capabilities improved a bit more. The addition of a dedicated XLR microphone jack is probably a pipe dream, but a 60P mode at 1920x1080 for capturing high-speed footage in full HD would most certainly have been appreciated. While the new video compression codec options make editing and post-processing footage a little easier, the camera is still lacking a way to get an uncompressed HD signal out of the camera. That capability alone would have made the 5D Mark III a must-have.

Should I Buy It?

You should! Yeah, the Mark II is still a killer deal, but the 5D Mark III is better. That's all there is to it. The refinements just make it a vastly better tool for photographers and videographers. The autofocus system alone is enough to justify choosing the Mark III over the Mark II. But it's all of the refinements—the sum of the Mark III's parts—that make it the best camera you can spend $3,500 on.

Yup, the Canon 5D Mark III is serious business. That sweet bit of kit is a pro-grade camera and a…
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Since the 5D Mark III was officially revealed, it's been referred to as just a marginal refinement to the 5D Mark II, with a bigger price tag. That's unfair. It's more like an affordable alternative to the $7,000 Canon 1D X. From the AF system, to the processor, to the glorious display, the cameras share a considerable amount of pedigree. While the 5D Mark III might not survive a photo safari in a monsoon, you're getting some of the best parts of Canon's new flagship DSLR for about half the price. [Canon USA]